Uster Technologies Ltd | Annual Report 2009 Uster Technologies ...

3.4.3 Areas of ResponsibilitiesIn accordance with the law, the articles of incorporation and the organizational rules the Board of Directorshas delegated the Company’s operational management to Geoffrey Scott, the CEO of Uster Technologies Ltd.Together with the Executive Committee he is responsible for the overall management of the Uster Group.The CEO has all the powers and duties that are not explicitly reserved to the Board of Directors or a BoardCommittee as mentioned above. In particular, the CEO has the following powers and duties:• The provision of all information and documents necessary to the Board of Directors;• The implementation of the resolutions passed by the Board of Directors;• The organization, management and control of the day-to-day business of the Company;• The proposal to the Board of Directors for the approval of transactions to be resolved by the Board ofDirectors;• The proposal to the Board of Directors for the appointment and dismissal of Members of the ExecutiveCommittee;• The organization of the Executive Committee and the preparation, calling and presiding the meetingsof the Executive Committee.3.4.4 Information and Control MechanismsBoard of DirectorsThe Board of Directors recognizes the importance of receiving sufficient information from the ExecutiveCommittee to fulfill its supervisory duty and to make the decisions that are reserved to the Board of Directors.It has the following means to monitor the responsibilities it has delegated to the Executive Committee:• The CEO of the Group is a Member of the Board of Directors and informs the Board in every meeting aboutthe current development of the business. Additionally the CFO serves as the secretary of the Board andalso participates in every meeting. Other Members of the Executive Committee are invited to attendBoard meetings to report on their areas of responsibility as deemed necessary by the Board.• The minutes of the Executive Committee Meetings are made available to the Chairman of the Board.• Informal meetings are held as required between Board Members and the CEO.• The Board of Directors receives on a monthly basis the consolidated income statement, balance sheetand cash flow statement of the Uster Group together with a detailed comment on the course of the business.The Board of Directors does not have direct access to the Management Information System of theCompany.• Risk management and monitoring procedures are evaluated at regular intervals by the Board of Directors.Board CommitteesThe Board Committees, especially the Audit Committee, invite external consultants to review the businessand better understand the laws and policies impacting the Company. In addition the CEO, the CFO and therepresentative of the external auditors will be invited to the meetings of the Audit Committee.Corporate Governance 39